Web Statistics

Finance and Audit Committee Charter

Authority and Purpose

The Finance and Audit Committee (the "Committee") is a committee of the Board of Directors (the "Board") of the Business Council for International Understanding, Inc., a New York not-for¬profit corporation (the "Corporation"). The principal purpose of the Committee shall be to undertake those specific functions and responsibilities listed in this Charter and such other duties as the Board shall from time to time prescribe. All powers of the Committee are subject to the restrictions designated in the Corporation's Bylaws (the "Bylaws") and by applicable law.

Committee Membership

The members of the Committee (the "Members" or, individually, each a "Member") shall be appointed by the Board, and shall serve at the discretion of the Board. The Members shall include the following:

  • 1. At least three (3) independent non-employee members of the Board;
  • 2. The President of the Corporation;
  • 3. The Chair of the Board as an ex officio Member;
  • 4. The chief financial officer ("CFO") of the Corporation, as an ex officio Member if not a member of the Board;
  • 5. The chief accounting officer or the controller of the Corporation (if different from the CFO), as an ex officio Member if not a member of the Board; and
  • 6. Such other persons as the Board may from time to time appoint as ex officio Members.

The Board shall appoint the Chair of the Committee (the "Chair"). In the Chair's absence the Chair or the Chair of the Board may designate another member of the Committee to preside at meetings of the Committee.

Members of the Committee will serve for a term of three (3) years following appointment or until their earlier resignation or removal, and shall be eligible for reappointment at the end of such term at the Board's discretion.

Functions and Responsibilities

The Committee shall have the power and responsibility to undertake the following duties:

  • 1. Oversee the accounting and financial activities of the Corporation, which shall include the following duties:
    • Oversee the Corporation's accounting and financial reporting processes;
    • Review the policies and procedures adopted by the Corporation to fulfill its responsibilities regarding the fair and accurate presentation of financial statements in accordance with generally accepted accounting principles ("GAAP");
    • Conduct a review of the annual budget with the Corporation's management, make modifications thereto as necessary and make a recommendation for approval by the Board;
    • Review the Corporation's quarterly and annual financial results and work with the Corporation's management to prepare quarterly, annual and other financial reports for presentation to, and review by, the Board and the Corporation's auditors;
    • Review, revise and make base compensation, bonus compensation and benefit recommendations to the Executive Committee;
    • Assess the Corporation's performance against budget and recommend how the Corporation's budget surpluses or deficits will be dealt with;
    • Review and approve long-term operational and financial matters such as office space leases and fixed asset purchases; and
    • Adopt policies concerning membership dues, fees for services and related fee matters.
  • 2. Assist the Corporation in developing strategies and policies for revenue enhancement and cost control.
  • 3. Serve as the primary liaison to the Corporation's investment manager. Review the investment portfolio and its performance on a regular basis and provide direction and oversight to the investment manager.
  • 4. Provide financial reports and related documentation to the Executive Committee and the Board from time to time as appropriate.

Audit

  • 5. Oversee internal and external audits of the Corporation's financial statements.
  • 6. Review any analyses prepared by management and/or the Corporation's independent auditor setting forth significant financial reporting issues and judgments made in connection with the preparation of the Corporation's financial statements, including the review of investment portfolio performance each quarter.
  • 7. Discuss policies with respect to risk assessment and risk management, and discuss the Corporation's major financial risk exposures and the steps management has taken to monitor and control such exposures

Oversight of the Corporation's Independent Auditor

  • 8. Take, or recommend that the Board take, appropriate action to oversee and ensure the independence of the Corporation's independent auditor.
  • 9. Establish policies regarding the hiring of employees and former employees of the Corporation's independent auditor.
  • 10. Meet with the Corporation's independent auditor prior to its audit to review the planning and staffing of the audit.
  • 11. Review with the Corporation's independent auditor any audit problems, difficulties or disagreements with management that the independent auditor may have encountered, as well as any management letter provided by the independent auditor and the Corporation's response to that letter, including a review of: (a) any difficulties encountered in the course of the audit work, including any restrictions on the scope of activities or access to required information; (b) any changes required in the planned scope of the internal audit; and (c) the Corporation's internal audit department's responsibilities, budget and staffing.
  • 12. Oversee the rotation of the lead (or coordinating) audit partner of the Corporation's independent auditor having primary responsibility for the audit and the audit partner responsible for reviewing the audit at least every five (5) years.

Oversight of the Corporation's Internal Controls

  • 13. Review the Corporation's annual audited financial statements with management, including a review of major issues regarding accounting and auditing principles and practices, and evaluate the adequacy and effectiveness of internal controls.
  • 14. Review significant changes to the Corporation's auditing and accounting principles and practices as suggested by the Corporation's independent auditor, internal auditors or management.
  • 15. Establish procedures for the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls, or auditing matters.

Additional Duties & Responsibilities

  • 16. Review and reassess the adequacy of this Charter annually.
  • 17. Review and assess the performance and effectiveness of the Committee annually.
  • 18. Report regularly to the Board with respect to the Committee's activities and make recommendations as appropriate.
  • 19. Review with the Corporation's legal counsel any legal matters that may come to the attention of the Committee in the performance of its duties.
  • 20. Take any other actions that the Committee deems necessary or proper to fulfill the purposes and intent of this Charter.

Although the Committee has the responsibilities, duties and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct audits or to determine that the Corporation's financial statements are complete, accurate and in accordance with GAAP. Rather, those duties are the responsibility of management and the independent auditor.

Committee Meetings and Conduct of Business

The Committee shall conduct its business in accordance with this Charter, the Bylaws and any direction provided by the Board or the Executive Committee. The Committee shall meet at least once quarterly, at a time and place determined by the Chair of the Committee, and at such other times when deemed necessary or desirable by the Committee or its Chair. The Committee may establish its own schedule of meetings. Members may participate in meetings of the Committee by means of telephonic conference call or similar communications equipment, which permits all persons participating in the meeting to hear each other, and such participation shall constitute presence in person at such meeting. A majority of the Members, but not fewer than three (3) Members including at least two (2) independent non-employee Board members, shall constitute a quorum for the transaction of business of the Committee.

Unless the Committee or Board by resolution determines otherwise, any action required or permitted to be taken by the Committee may be taken without a meeting if all Members consent thereto in writing and the writing or writings are filed with the minutes of the proceedings of the Committee.

The Committee shall maintain written minutes of its meetings, which minutes, following approval by the Committee, shall be provided to the Board at the next regularly scheduled meeting of the Board.